The Princess Pupil
by Alicorn Armies
Summary: When Lila Rose is selected to be Princess Twilight's first pupil, she is overjoyed. She gets to learn new spells, new things about her mentor, and even learn how to make some new friends along the way. (WARNING: This story contains character deaths and my own OC's. Fanfic is Rated T for violence)


-Prolog-

 _Twilight walked into the throne room, all nerves as she waited for the other princesses to gather. Celestia had summoned her to the castle saying it was urgent. But now that Twilight was here, she wished the elder princess hadn't. Princess Cadence, Luna, and of course, Celestia tried to get organized but they looked tired, as if they'd aged about a century that night. She took a step closer. "You wanted to see me?" She asked, trying to keep the concern out of her voice._

 _Celestia forced a smile for her former pupil, clearing her throat. "Twilight, do you remember any of the other stories you read before coming across the past of Nightmare Moon?" She asked, struggling to raise her head as she spoke._

 _Twilight gave a short nod. "I remember a few. There were some that stuck out… Like Equestria's first run in with Tirek, the past with Discord…. Which I've come to understand now…. And a story about a two headed serpent. I can't remember the names-"_

" _Amphisbaena. The two headed serpent known for hypnotization and for sucking the life from its victims…. Is it clear to you now why I have brought you here. You and your friends must defeat Amphisbaena and bring back the magic its female head has stolen. Without our magic, we are unable to protect Equestria and our subjects who are powerless to stop this new threat." Twilight took in the new knowledge and turned her back to them._

" _I will. I promise I won't let you down." And with that she headed out of the castle, took wing and flew back towards Ponyville…. Back towards her home and her friends._

" _Let me get this straight you want us to stop some kind of creature that can use hypnosis?" Applejack asked when Twilight finally arrived and had explained what little the princess told her._

" _Yes. There's no other way to get the Princesses' magic back. You should have seen them. Celestia, Cadence… They looked awful." The princess spoke softly, hanging her head with the memory that came with her words._

" _Of course, darling…. I simply think Applejack was questioning how WE could defend ourselves from this new creature." Rarity told her, stepping closer to her friend to rest a hoof against her shoulder, which Twilight simply shrugged off as she stepped away._

" _The princess obviously thinks we can… And if she does…. Then so do I." Twilight hadn't been about to continue before the earth beneath their hooves began to shake. The princess turned to see a large being slithering over the rough terrain and straight for them. She and her friends couldn't move before it slammed into them, pushing the ponies back towards one of the several homes that lined the streets._

" _Oh good going, Amphista!" A more feminine voice hissed, and when Twilight raised her head, she saw the first head of the creature raise from a tangled lump of coils. "Since you couldn't watch where you were going, we slammed right into one of the dreadful lookings houses."_

" _Well I'm sorry, sister." The deeper voice replied, a head shooting up to stand at the same height as the female's had. "If you hadn't been yapping on about a new cave, we wouldn't have ended up in this nauseating town in the first place." He grumbled, lashing out towards her with his jaws shut._

" _Stop!" Twilight shouted, pushing past the knotted mass in front of her to face them. "This is your first and only warning. Return the princess' magic or we will take it by force!" She said, though she couldn't believe the words. The head that had spoken first raised an eye ridge at her, noticing them for the first time._

" _Is that so?" She asked. "Amphista how do you think we should toy with these pesky ponies?"_

" _Amphivena, you always have all the fun, let me do it this time!" The male, seemingly known as Amphista, growled._

" _Do what you want, I thought we could do this together, but apparently that isn't what YOU want. So go ahead, have your fun, I'm going to take a nap." And with that, Amphivena's head shrunk back and nestled against the coils. Amphista grinned at them, and Twilight only saw a single glimmer to his eyes before everything went blank._

" _Twilight! Twilight wake up, PLEASE!" With a little trouble, Twilight managed to raise her head again._

" _Fluttershy? What… What happened…" Fluttershy was trembling before her friend, flames rising in the forest behind her. Twilight turned her head to look for her other friends…. And then she saw them._

 _Applejack, Rarity, Pinkie Pie, all lying limp before her eyes. Twilight approached them, nudging Pinkie Pie rather hard with her hoof. "What…. What happened to them?" She asked, looking to her friend with wide eyes._

" _Your magic… The creature stared at you and you looked at us with scary eyes.." She whimpered. "You used your magic. Applejack ate an apple and got p-poisoned. Rarity was wrapped tightly in a dress until she couldn't b-b-breathe…. A-And Pinkie Pie…" She turned away, sobbing and visibly shaking now._

 _Twilight glanced back to Pinkie Pie, turning her friend over with one leg, her mouth dropping when she saw the balloon tied tightly around her friend's neck._

" _I-I… I would never-This couldn't happen, it…. It couldn't…." She choked out, stepping backwards. Fluttershy turned to her, a new look in her eyes. One Twilight had never seen before._

" _How can I call you a friend…." And with that she went running away from her, leaving the princess under a dark sky…. And with a greater darkness in her heart._

 _Twilight stopped the fire, returned to the princesses in Canterlot, her head hanging low when she stepped towards the throne. "Princess Celestia?... I failed… I'm so sorry. I n-never meant for this to happen… I couldn't do anything, I-" She couldn't finish. But when there was no response, she looked up to find Luna and and her sister in-law crumpled on the carpet. She gasped, rushing over. "Cadence!" She made it to her side, trying to see what had happened to her._

" _Twilight…" Came the weak voice that she recognized instantly. She turned instantly to see the Princess of the Sun limping over to her, her legs shaking and forcing her to fall to the floor. Twilight ran to her, offering her a hoof to get to her feet but the elder princess shook her head. "Twilight… One d-day you'll have a pupil of your own…. And you'll be proud of her the way I was proud of you…. I'm so sorry Twilight. I shouldn't have trusted you with this..." And with that her head fell and her eyes slipped shut._

 _Princess Twilight gaped, her eyes filling with tears. "Celestia…. Celestia?" She whispered, her legs shaking as she kneeled down to her level. her words seemed useless then… She figured it would mean something someday… But now? It seemed useless. Why would she consider anything like that NOW? After she'd messed up so badly. She'd lost her Princess, her sister-in law… Her friends..._

 _How could she want a student that could let her down… The same way she'd let her mentor down._

Lila Rose make her way to the front desk, the stallion's order hovering over her head. "All daisies? Are you sure?" She giggled, using her magic to give the bouquet to her customer.

"You betcha, Lila. Their for someone very special." He winked with a chuckle. "Well, have a wonderful day!" He chirped, walking out and closing the door behind him. Lila hummed, turning back to rearrange the white roses she'd been sorting that morning. A jingle from the doorway caught her attention.

"Hey, Lila! Got my order ready?" A mare asked. Lila nodded, raising the basket from one of the lower shelves at her desk and placing it on the flat surface. "Thanks." She beamed, taking the basket handle between her teeth. "Oh, did you hear? Ponyville is hosting a faire this year. To honor the anniversary of Princess Twilight's fillies being old enough to take on the responsibility of raising the sun and moon. There's going to be games, contests, it'll be so much fun! You should come by! It'll give you something to do besides sitting around sorting flowers!" She teased.

"You know that's my job, right?" Lila teased her lightly in return. "I might come by. If I don't see you, then have a good day, Sugar Kisses!" She called as the mare left. Though when she was alone again, her smile dropped. "It is my special talent… I haven't done anything since run this flower shop since I moved to Ponyville… I don't know if there's anything else I'd actually ENJOY doing." She frowned, taking a seat on the tiled floor.

"...But how will I know if I don't try?" She eventually asked herself, getting back up again and trotting towards the door. "After all, I don't have anything else to do until lunch time…. I'll do it" She grinned, walking out the door…. And walking back in again.

"As soon as I sweep the shop one last time."


End file.
